SOPRA_STERIA_COMBINED_GENERAL_MEETING_2018

SUMMARY OF RESOLUTIONS

b. Approval of items of compensation paid or allotted to Vincent Paris, Chief Executive Officer, in respect of financial year 2017 (Resolution 6) You are asked to approve the items of compensation paid or allotted to Vincent Paris, Chief Executive Officer, in respect of financial year 2017

Items of compensation

Amount

Comments

Annual fixed compensation

€500,000 The fixed annual component of compensation paid to Vincent Paris was increased to €500,000 with effect from 1 January 2017. €190,000 See §2.4.1 of Chapter 3, “Corporate governance” of this document (pages 22 to 26). The variable component of his compensation equates to 63% of the target amount. The quantitative target relating to the Group’s operating profit on business activity resulted in the vesting of 50% of the maximum amount.

Annual variable compensation

The qualitative targets identified in connection with the Group’s strategy and reflecting the short-term achievement of the quantitative target were considered as 100% achieved for the first three of these targets and 60% achieved for the fourth. The criteria were applied as planned at the beginning of the year.

Variable deferred compensation Multi-year variable compensation

Not applicable There are no plans to apply variable deferred compensation. Not applicable There is no system for multi-year variable compensation.

Exceptional compensation

Not applicable No exceptional compensation.

Share options, performance shares and any other long-term items of compensation

€312,930 At its meeting of 24 February 2017, the Board of Directors decided to put in place a long-term incentive plan for the Group’s senior managers relating to performance over three years. It granted 3,000 rights (0.01% of the share capital) to Vincent Paris, out of a total of 104,000 rights covered by this plan.

Strict performance conditions will be measured over three financial years (the year of allotment and the two following years) against targets for organic consolidated revenue growth, operating profit on business activity (expressed as a percentage of revenue) and free cash flow. These targets are at least equal to any guidance disclosed to the market. The Board of Directors also decided that Vincent Paris must retain at least 50% of vested shares allocated to him under this plan throughout his entire term of office as Chief Executive Officer. Vincent Paris has agreed not to engage in any hedging transactions with respect to performance shares held until the expiry of this plan.

Directors’ fees

Not applicable

Valuation of all benefits in kind

€11,471

Company car; GSC.

Severance pay

Not applicable No such commitment exists. Not applicable No such commitment exists.

Non-compete payment

Supplementary pension plan

Not applicable No supplementary pension plan has been put in place.

See also Section 2, “Role and compensation of executive company officers”, of this document (pages 21 to 27).

1.1.5. APPROVAL OF THE PRINCIPLES AND CRITERIA FOR THE DETERMINATION, DISTRIBUTION AND ALLOCATION OF ITEMS OF COMPENSATION FOR EXECUTIVE COMPANY OFFICERS (RESOLUTIONS 7 AND 8)

As required by Article L. 225-37-2 of the French Commercial Code, we submit for your approval the principles and guidelines used to determine, structure and grant the fixed and variable components of total compensation and benefits of any kind to be received by the Chairman of the Board of Directors and the Chief Executive Officer respectively, as well as by any Deputy Chief Executive Officers who might be appointed, for their service in these positions. These principles and criteria have been approved by the Board of Directors at the recommendation of the Compensation Committee and are set out in Section 2.4.2, pages 26 and 27 of this document. 1.1.6. DETERMINATION OF DIRECTORS’ FEES (RESOLUTION 9) It is proposed that the amount of directors’ fees for the current financial year be set at €500,000. This amount, unchanged since 2015, is allotted in full to the members of the Board of Directors

The compensation policy they constitute has already been submitted to the shareholders for approval at the General Meeting of 13 June 2017 (under Resolutions 8 and 9, adopted with 81.6% and 85.6% of votes respectively). Moreover, the amounts resulting from the application of these principles and criteria will also be submitted to the shareholders for approval at the General Meeting convened to approve the financial statements for the financial year ending 31 December 2018, to be held in 2019.

(both voting and non-voting) on the basis of actual attendance at meetings of the Board and its subcommittees.

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SOPRA STERIA CONVENING NOTICE 2018